<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
/ / Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarter ended Commission File Number
June 30, 1995 0-13615
CELLCOM CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1106964
(State of Incorporation) (IRS Employer ID Number)
520 SOUTH FOURTH STREET, LAS VEGAS, NEVADA 89101
(Address of principal executive offices, including zip code)
(702) 896-8898
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such period that the Registrant was required to file
such report(s), and (2) has been subject to the filing requirements for at least
the past 90 days.
X Yes No
--- ---
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS FOR THE LAST FIVE YEARS
Indicate by check mark whether registrant has filed all documentation and
reports required to be filed by Section 12, 13 or 15(d) of the Securities and
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
X Yes No
--- ---
The registrant had 11,558,605 shares of Common Stock outstanding as of August 4,
1995.
<PAGE> 2
CELLCOM CORP. AND SUBSIDIARIES
FORM 10-QSB INDEX
================================================================================
<TABLE>
<CAPTION>
PAGE #
-------
<S> <C>
PART I- FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets as of June 30, 1995
(Unaudited) and September 30, 1994 ................................... 3
Condensed Consolidated Statements of Operations for the Three
Months Ended June 30, 1995 and 1994 (Unaudited) ...................... 4
Condensed Consolidated Statements of Operations for the Nine Months
Ended June 30, 1995 and 1994 (Unaudited) ............................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended June 30, 1995 and 1994 (Unaudited) ............................. 6
Notes to the Condensed Consolidated Financial Statements (Unaudited).. 7
Management's Discussion and Analysis ................................. 9
PART II- OTHER INFORMATION
Exhibits and Reports on Form 8-K ..................................... 10
Signatures ........................................................... 11
</TABLE>
2
<PAGE> 3
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 (UNAUDITED) AND SEPTEMBER 30, 1994
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
06/30/95 09/30/94
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 252 $ 129
Accounts receivable 0 357
Prepaid expenses 2 3
-------- --------
TOTAL CURRENT ASSETS $ 254 $ 489
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 3 30
Taxes payable 53 53
-------- --------
TOTAL CURRENT LIABILITIES 56 83
-------- --------
Liabilities subject to compromise 0 180
-------- --------
TOTAL LIABILITIES 56 263
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
100,000,000 shares authorized
and 11,558,605 shares issued
and outstanding 12 12
Additional paid-in capital 10,989 10,989
Accumulated deficit (10,803) (10,775)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 198 226
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 254 $ 489
======== ========
</TABLE>
SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED)
================================================================================
(Dollar amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended,
June 30,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
CONTINUING OPERATIONS
General and administrative $ 27 $ 26
Reorganization - professional fees 0 0
Interest income (2) (1)
Miscellaneous Income (2) (31)
----------- -----------
NET INCOME (LOSS) $ (23) $ 6
=========== ===========
INCOME (LOSS) PER SHARE:
FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM $ .00(1) $ .00
EXTRAORDINARY ITEM .00 .00
----------- -----------
NET INCOME (LOSS) PER SHARE $ .00(1) $ .00
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES: 11,558,605 11,558,605
=========== ===========
</TABLE>
(1) - Less than $.01 per share.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED)
================================================================================
(Dollar amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended,
June 30,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
CONTINUING OPERATIONS
General and administrative $ 116 $ 108
Reorganization - professional fees 6 46
Interest income (78) (8)
Miscellaneous Income (16) (49)
----------- -----------
LOSS FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM (28) (97)
EXTRAORDINARY GAIN
Gain from forgiveness of debts 0 5,306
----------- -----------
NET INCOME (LOSS) $ (28) $ 5,209
=========== ===========
INCOME (LOSS) PER SHARE:
FROM CONTINUING OPERATIONS
BEFORE EXTRAORDINARY ITEM $ .00(1) $ (.01)
EXTRAORDINARY ITEM .00 .46
----------- -----------
NET INCOME (LOSS) PER SHARE $ .00(1) $ .45
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES: 11,558,605 11,558,605
=========== ===========
</TABLE>
(1) - Less than $.01 per share.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED)
================================================================================
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended,
June 30,
------------------------
1995 1994
------- -------
<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:
Net income (loss) $ (28) $ 5,209
Adjustments to reconcile net income
(loss) to net cash used for operating
activities:
Extraordinary gain on forgiveness
of debt 0 (5,306)
Change in operating assets
and liabilities:
Decrease in restricted cash 0 146
Decrease in accounts receivable 357 462
Decrease in prepaid assets 1 1
Decrease in accounts payable (207) (736)
Decrease in accrued expenses 0 (566)
Decrease in taxes payable 0 0
------- -------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 123 (790)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS 123 (790)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 129 927
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 252 $ 137
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
INTEREST INCOME $ 78 $ 8
======= =======
INCOME TAXES PAID $ 0 $ 0
======= =======
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
<PAGE> 7
CELLCOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
1. BASIS OF PRESENTATION
The financial information included herein has been prepared pursuant to
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The accompanying
consolidated balance sheet distinguishes between liabilities subject to
compromise and liabilities not subject to compromise pursuant to the
Bankruptcy Code. The accompanying consolidated financial statements of
Cellcom Corp. and its subsidiaries have been prepared on a going concern
basis which contemplates the realization of assets and the settlements of
liabilities and commitments in the ordinary course of business.
The financial information at June 30, 1995 and for the three months and
nine months ended June 30, 1995 are unaudited and reflect all adjustments
(that include only normal recurring adjustments) which are, in the
opinion of Management, necessary for a fair presentation of the financial
position, results of operations and cash flows for interim periods.
2. PETITION FOR RELIEF UNDER CHAPTER 11
On April 16, 1992, the Company filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code (the "Petitions") in the
United States Bankruptcy Court of the Southern District of New York (the
"Court"). Under Chapter 11, certain claims against the Company in
existence prior to the filing of the Petitions for relief under the
federal bankruptcy laws were stayed while the Company continued its
business operations as debtor-in-possession. These claims are reflected
in the accompanying condensed consolidated balance sheet for June 30,
1995 and September 30, 1994 as "liabilities subject to compromise."
Claims secured against the Company's assets were stayed.
On August 20, 1993, the Company filed a Modified Consolidated Plan of
Reorganization (the "Plan") with the Court. The "Post Confirmation Order"
was dated and notice was given on October 7, 1993. The Plan called for a
consolidation of the Company and its subsidiaries and for the Company to
continue to pursue collection of contingent assets. Pursuant to the terms
of the Plan, the Company has settled all administrative, secured and
priority claims. All funds remaining after these collections have been
distributed among the unsecured creditors and the Company with the
Company remaining responsible for the collection expenses.
7
<PAGE> 8
The Company has no operations. It is principally engaged in controlling
its assets (principally cash) and administering its liabilities. The
Company is in the process of evaluating potential business opportunities
which could be attained by merger or acquisition. In Management's
opinion, if the Company embarks on a new business venture, no assurance
can be given regarding the future success of such a business due to all
the attendant costs and risks associated with starting or acquiring a new
business.
8
<PAGE> 9
CELLCOM CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
================================================================================
OVERVIEW
Prior to April 1992, Cellcom Corp. and its subsidiaries (the "Company")
experienced declining working capital, net operating losses, negative
cash flow and increased rate of customer deactivations in certain
markets. Consequently, Management and the Board of Directors concluded
that it was in the best interest of the Company to seek protection from
its creditors under the U.S. Bankruptcy Code. Please see the accompanying
footnote to the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company has sufficient cash to pay its current and anticipated
operating expenses. The Company has a net operating loss carryforward
("NOL") of approximately $9 million for both financial reporting and
income tax purposes. The Company expects to use this NOL to offset
earnings in potential business opportunities. If the Company embarks on a
new business venture, no assurance can be given regarding the future
success of such a business due to all the attendant costs and risks
associated with starting or acquiring a new business.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1995 AND 1994
The Company had no operating revenues for the three month period ended
June 30, 1995 or 1994. The Company realized miscellaneous income of
$2,000 and $31,000 during the three months ended June 30, 1995 and 1994,
respectively, resulting from the sale of minority interests in cellular
telephone companies and the receipt of refunds from taxing authorities.
The Company incurred general and administrative expenses of $27,000 and
$26,000 during the three month period ended June 30, 1995 and 1994,
respectively. The Company continues to incur administrative expenses even
though it has no operations.
9
<PAGE> 10
NINE MONTHS ENDED JUNE 30, 1995 AND 1994
The Company had no operating revenues for the nine month periods ended
June 30, 1995 or 1994. The Company realized miscellaneous income of
$16,000 and $49,000 during the nine months ended June 30, 1995 and 1994,
respectively, resulting from the sale of minority interests in cellular
telephone companies and the receipt of refunds from taxing authorities.
The Company incurred expenses of $6,000 and $46,000 during the nine month
period ended June 30, 1995 and 1994, respectively, resulting primarily
from legal and other professional services rendered in connection with
ongoing bankruptcy matters. The Company incurred general and
administrative expenses of $116,000 and $108,000 during the nine month
period ended June 30, 1995 and 1994, respectively. The Company recorded a
$34,000 expense for the additional amount due to the creditors based on
the increased contingent refunds from taxing authorities during the nine
months ended June 30, 1995. The Company continues to incur administrative
expenses even though it has no operations.
The Company recognized an extraordinary gain of $5,306,000 during the
nine month period ended June 30, 1994, resulting from a bankruptcy court
ordered forgiveness of debts.
PART II. - OTHER INFORMATION
Item 6. - Exhibits and reports on Form 8-K.
None.
10
<PAGE> 11
CELLCOM CORP. AND SUBSIDIARIES
SIGNATURES
================================================================================
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 4, 1995
Las Vegas, Nevada CELLCOM CORP.
By:/s/ Jay H. Brown
----------------------------
Jay H. Brown
President and
Chief Executive Officer
(Principal Executive Officer)
By:/s/ David A. Obal
----------------------------
David A. Obal
Chief Financial Officer
(Principal Financial and
Accounting Officer)
11
<PAGE> 12
EXHIBIT INDEX
Exhibit 27 - Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 254
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 254
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 254
<CURRENT-LIABILITIES> 56
<BONDS> 0
<COMMON> 12
0
0
<OTHER-SE> 186
<TOTAL-LIABILITY-AND-EQUITY> 254
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2)
<INCOME-PRETAX> (23)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
